Exhibit 4.1  





EIGHTH AMENDMENT TO
AMENDED AND 
RESTATED CREDIT
AGREEMENT 




        THIS
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 25, 2004,
amends and supplements that certain Amended and Restated Credit Agreement dated as of
April 30, 1999, as amended to date (the “Credit Agreement”), among BANDO
MCGLOCKLIN SMALL BUSINESS LENDING CORPORATION, a Wisconsin corporation (the
“Company”), the financial institutions from time to time party thereto
(individually a “Lender” and collectively the “Lenders”), and U.S.
BANK NATIONAL ASSOCIATION (formerly known as Firstar Bank, N.A., successor by merger to
Firstar Bank Milwaukee, N.A.), as agent for the Lenders (in such capacity, the
“Agent”). 



RECITAL 



        The
Company, the Lenders and the Agent desire to amend the Credit Agreement as provided below. 



AGREEMENTS 



        In
consideration of the promises and agreements set forth in the Credit Agreement, as amended
hereby, the Lenders, the Agent and the Company agree as follows: 



         1.       
          Definitions and References. Capitalized terms not otherwise defined
          herein have the meanings assigned to them in the Credit Agreement. All
          references to the Credit Agreement contained in the Loan Documents shall, upon
          fulfillment of the conditions set forth in section 3 below, mean the Credit
          Agreement as amended by this Eighth Amendment. 



         2.       
          Amendments to Credit Agreement. The Credit Agreement is amended as
          follows: 



		    (a)            The
definition of “Eligible Leased Real Estate” contained in section 1           is
amended to read as follows: 















	 	        "Eligible
Leased Real Estate" means real property owned by the Company and leased to a lessee
(a) which is used by the lessee in the conduct of its business activities and (b) with
respect to which the Company has provided the Collateral Custodian with the documents,
instruments and agreements described in section 3.3 of the Collateral Custodian
Agreement. The only Eligible Leased Real Estate with an Affiliate of the Company as a
tenant is the existing facility, commonly referred to as “Walnut Ridge” leased
to Licensed Products, Inc., until such time as Licensed Products, Inc. purchases such
facility from the Company.  







		    (b)            The
definition of “Eligible Owner-Occupied Real Estate Loan” contained           in
section 1 is amended to read as follows:  








	 	        “Eligible
Owner-Occupied Real Estate Loan” means an Owner-Occupied Real Estate Loan with
respect to which the Company has provided the Collateral Custodian with the documents,
instruments and agreements described in section 3.4 of the Collateral Custodian
Agreement. The only Owner-Occupied Real Estate Loans to an Affiliate of the Company which
may be an Eligible Owner-Occupied Real Estate Loan are (a) a loan to Lee Middleton
Original Dolls, Inc. in an amount not to exceed 80% of Appraised Value, subject to a
maximum of $2,500,000 and (b) a loan to Licensed Products, Inc., to facilitate such entity’s
purchase of the “Walnut Ridge” facility, in an amount not to exceed $3,935,000.  







		    (c)            The
definition of “Interest Period” contained in section 1 is amended           to
read as follows:  








	 	        “Interest
Period” means, with respect to a LIBOR Rate Loan, a period of seven (7) or
fourteen (14) days, or one, two or three months commencing on (and including) a Business
Day selected by the Company pursuant to section 2.3(a) or 2.4(c) of this Agreement and
ending on (but excluding) the day which is, as the case may be, seven (7) or fourteen
(14) days after such date, or, which corresponds numerically to such date one, two or
three months thereafter (or, if such month has no numerically corresponding date, on the
last Business Day of such month), provided that:  








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		        (a)          if
an Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next following Business Day (unless in the case of one,
two or three months periods, such next following Business Day is in a new calendar month
in which case such Interest Period shall end on the immediately preceding Business Day);
and  







		        (b)          no
Interest Period may end later than the Maturity Date.  







		    (d)            The
definition of “Maturity Date” contained in section 1 is amended by
          deleting “June 25, 2004" contained therein and substituting “June
          24, 2005” in its place.  







		    (e)            The
definition of “Net Earnings” contained in section 1 is amended by
          adding the following paragraph at the end thereof:  







	 	        Notwithstanding
the foregoing, for purposes of determining Net Earnings hereunder, any management or
other intercompany fees payable to the Company shall only be included in Net Earnings to
the extent actually received in cash by the Company.  







		    (f)            The
definition of “Revolving Loan Commitment” contained in section 1           is
hereby amended to read as follows: 







	 	        “Revolving
Loan Commitment” means the obligation of each Lender to make Revolving Loans to
the Company. The total Revolving Loan Commitment of the Lenders is initially $50,000,000
and is subject to reduction from time to time pursuant to section 2.6. The Revolving Loan
Commitment of each Lender is such Lender’s Percentage of the total Revolving Loan
Commitment and the initial Revolving Loan Commitment of each Lender is set forth on
Exhibit H attached hereto.  








		    (g)            Section
2.1(d) is created to read as follows:  







	 	        (d)       Commercial
Paper. The parties acknowledge and agree that the credit facilities provided to the
Company hereunder shall provide credit support for the Company’s issuance of
Commercial Paper. The parties further acknowledge and agree that the CP Placement Agent
shall not place Commercial Paper to the extent that the placement thereof would cause the
aggregate amount of Commercial Paper outstanding at such time to exceed the lesser of (a) the
Lenders’ total Revolving Loan Commitments less the LOC Exposure less the then
outstanding principal balance of the Notes or (b) the Borrowing Base Amount less the
LOC Exposure less the then outstanding principal balance of the Notes.  








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		    (h)            The
last sentence of section 2.2 is amended by deleting the number           “10” contained
therein and substituting the number “20” in           its place.  







		    (i)            Section
6.1 is amended to read as follows:  







	 	        6.1
   Restricted Payments. Make any Restricted Payments except that so long as no Default
or Event of Default exists and no Default or Event of Default would arise after giving
effect to any such Restricted Payment, the Company may make, declare and pay dividends to
the Parent, provided that in no event shall the Company pay any dividend (a)  that
constitutes a return-of-capital dividend, except that the Company may pay a one-time
return-of-capital dividend to the Parent in an amount not to exceed $500,000 or (b) during
any fiscal quarter following a fiscal quarter for which the Company’s Net Earnings
failed to exceed $0. 









		    (j)            Section
6.9 is amended to read as follows:  







	 	        6.9
   Adjusted Tangible Net Worth. Permit Adjusted Tangible Net Worth to be less than
$9,500,000 at any time. 








		    (k)            Exhibit
H attached hereto shall be deemed an exhibit to the Credit Agreement and           shall
replace its predecessor attached thereto.  







    3.       Effectiveness
of Eighth Amendment. This Eighth Amendment shall become           effective upon its
execution and delivery by the Company, the Lenders and the           Agent and
satisfaction of the following conditions:  



		    (a)              Closing
Certificate of the Company. The Agent shall have received copies           for each
of the Lenders, certified by the Secretary of the Company to be true           and
correct and in full force and effect, of (i) a statement to the effect
          that the Articles of Incorporation and By-Laws of the Company delivered to the
          Lenders on April 30, 1999 have not been amended since that date and remain in
          full force and effect as of the date hereof; (ii) resolutions of the Board
          of Directors of the Company authorizing the issuance, execution and delivery of
          this Eighth Amendment; and (iii) a statement containing the names and
          titles of the officer or officers of the Company authorized to sign such
          documents, together with true signatures of such officers.  








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		    (b)              Reaffirmation
of Guaranty. The Agent shall have received a reaffirmation           of guaranty duly
executed by the Guarantor in form and substance satisfactory to           the Agent
pursuant to which the Guarantor reaffirms its obligations to the           Lenders and
the Agent..  







		    (c)              Proceedings
Satisfactory. All other proceedings contemplated by this           Eighth Amendment
shall be satisfactory to the Lenders and the Agent, and the           Lenders and the
Agent shall have received such other information relating hereto           as the Lenders
or the Agent may reasonably request.  







    4.       Waivers.
The Lenders hereby waive the Events of Default arising under           (a) section
6.1 hereof as a result of the Company’s payment of a           dividend following a
fiscal quarter for which the Company’s Net Earnings           was less than $0, (b) section
6.9 as a result of the Company’s failure           to maintain Adjusted Tangible Net
Worth of at least $18,000,000 through the date           of this Eighth Amendment and (c) section
6.13 as a result of the           Company’s failure to achieve Net Earnings of at
least $0 for the fiscal           quarter ended December 31, 2003. Nothing contained
herein shall be deemed to be           a waiver by the Lenders of the Company’s
compliance with any other           provision of the Credit Agreement or of any other
Default or Event of Default,           whether known or unknown, except as specifically
set forth herein. The           Lenders’ willingness to provide the waivers
contained herein shall not be           construed as an expression of their willingness
to provide a waiver of any           Default or Event of Default in the future and the
Lenders hereby retain all of           their rights and remedies with respect to any such
future Default or Event of           Default.  



    5.       Representations
and Warranties. The Company represents and warrants to           the Lenders and the
Agent that:  



		    (a)                        The
execution and delivery of this Eighth Amendment and related documents, and           the
performance by the Company of its obligations thereunder, are within its
          corporate power, have been duly authorized by proper corporate action on the
          part of the Company, are not in violation of any existing law, rule or
          regulation of any governmental agency or authority, any order or decision of
any           court, the Articles of Incorporation or By-Laws of the Company or the terms
of           any agreement, restriction or undertaking to which the Company is a party or
by           which it is bound, and do not require the approval or consent of the
          shareholders of the Company, any governmental body, agency or authority or any
          other person or entity; and  








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		    (b)                        The
representations and warranties contained in the Loan Documents are true and
          correct in all material respects as of the date of this Eighth Amendment except
          (i) the representations and warranties contained in section 3.3 of the Credit
          Agreement shall apply to the most recent financial statements delivered by the
          Company to the Lenders pursuant to sections 5.1 and 5.2 of the Credit Agreement
          and (ii) for changes contemplated or permitted by the Loan Documents and, to
the           Company’s knowledge, except for the defaults waived herein, no
condition           exists or event or act has occurred that, with or without the giving
of notice           or the passage of time, would constitute an Event of Default under
the Credit           Agreement.  







    5.       Costs
and Expenses. The Company agrees to pay to the Agent, on demand,           all costs
and expenses (including reasonable attorneys’ fees) paid or           incurred by
the Agent in connection with the negotiation, execution and delivery           of this
Eighth Amendment.  



    6.       Full
Force and Effect. The Credit Agreement, as amended hereby, remains           in full
force and effect.  



    7.       Counterparts.
This Eighth Amendment may be executed in any number of           counterparts, all of
which taken together shall constitute one agreement, and           any of the parties
hereto may execute this Eighth Amendment by signing any such           counterpart.  



[Intentionally Left
Blank, Signatures Appear on Next Page] 







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	 	 	 	BANDO MCGLOCKLIN SMALL BUSINESS LENDING CORPORATION	 	 
	 	 	 
	 	 	 
	 	 	 	BY /s/ Susan J. Hauke
                 
              	 	 
	 	 	 	Its: Vice President Finance
             
           	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	U.S. BANK NATIONAL	 	 
	 	 	 	ASSOCIATION (formerly known as	 	 
	 	 	 	Firstar Bank, N.A., successor by merger	 	 
	 	 	 	to Firstar Bank Milwaukee, N.A.), as the	 	 
	 	 	 	Agent and a Lender	 	 
	 	 	 
	 	 	 
	 	 	 	BY /s/ Jon B. Beggs
                    
              	 	 
	 	 	 	Its: Vice President
                  
                   	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	LASALLE BANK NATIONAL	 	 
	 	 	 	ASSOCIATION (formerly known	 	 
	 	 	 	as LaSalle National Bank)	 	 
	 	 	 
	 	 	 	BY /s/ Daniel C. Langhoff
             
           	 	 
	 	 	 	Its: Vice President
                       
              	 	 
	 	 	 	 	 	 
	 	 	 
	x	 	 	M&I MARSHALL & ILSLEY BANK	 	 
	 	 	 
	 	 	 
	 	 	 	BY /s/ Philip D. Koepke
               
              	 	 
	 	 	 	Its: Senior Vice President
             
              	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	BY /s/ James Tepp
                   
                   	 	 
	 	 	 	Its: Vice President
                  
                     	 	 
	 	 	 	 	 	 








S-1 











EXHIBIT H 



Lenders’
Revolving Loan Commitments 



			
	   
            Lender 	 	 	 	Revolving Loan
   Commitment 	 	 	Percentage 	 
	
U.S. Bank National Association	 	 	 	$   30,000,000	 	 	60.00%	 
	
LaSalle Bank National Association	 	 	 	$   10,000,000	 	 	20.00%	 
	
M&I Marshall & Ilsley Bank	 	 	 	$   10,000,000	 	 	20.00%